Regulations on revocation of certificates of branch/representative office registration in Vietnam

Regulations on revocation of certificates of branch/representative office registration in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. Regulations on revocation of certificates of branch/representative office registration in Vietnam

Regulations on revocation of certificates of branch/representative office registration in Vietnam according to Article 77 of Decree 01/2021/ND-CP are as follows:

- The certificate of branch/representative office registration shall be revoked in the following cases:

+ The application for registration of branch/representative office contains fraudulent information;

+ The branch/representative office is suspended for 01 year without notifying the Business Registration Office and the tax authority;

+ The certificate of branch/representative office registration is revoked according to a Court’s decision or request of a competent authority as prescribed by law.

- If the information in an application for registration of a new branch/representative office is found fraudulent, the Business Registration Office shall issue a notice of violations and a decision to revoke the certificate of branch/representative office registration.

If the information in an application for changes to branch/representative office registration information is found fraudulent, the Business Registration Office shall issue a notice of violations and a decision to cancel the changes that are made according to fraudulent information, and issue the certificate of branch/representative office registration and certificate of changes to branch/representative office registration information according to the latest valid documents, and also give a notification thereof to competent authorities for taking actions in accordance with regulations of law.

The Business Registration Office shall request the enterprise to submit a complete application in order to be issued with certificate of branch/representative office registration and certificate of changes to branch/representative office registration information. The enterprise may include contents of subsequent applications or notifications of changes in a single application for registration of changes.

- In case the branch/representative office is suspended for 01 year without giving a notification, the Business Registration Office shall issue a notice of violations and request the enterprise’s legal representative to provide explanations at its office.

If the enterprise’s legal representative fails to provide explanation within 10 working days from the deadline written in the notice or provides implausible explanation, the Business Registration Office shall issue a decision to revoke the certificate of branch/representative office registration.

- If the Court decides to revoke the certificate of branch/representative office registration, the Business Registration Office shall issue a decision to revoke the certificate of branch/representative office registration according to the court’s decision.

- In case the Business Registration Office receives a request for revocation of the certificate of branch/representative office registration from a competent authority as prescribed by law, within 10 working days from the receipt of the request, the Business Registration Office shall revoke the certificate of branch/representative office registration according to the procedures in Clause 3 of Article 77 of Decree 01/2021/ND-CP.

- Branches/representative offices operating under their investment licenses, investment certificates (also business registration certificates) or other documents of equivalent validity, certificates of branch/representative office registration issued by investment registration authorities shall have operation registration contents revoked in the cases mentioned in Clause 1 of Article 77 of Decree 01/2021/ND-CP.

Revocation procedures shall comply with Clauses 2, 3, 4 and 5 of Article 77 of Decree 01/2021/ND-CP.

The Business Registration Office shall issue a decision to revoke business registration contents without revoking the investment license, investment certificate (also business registration certificate) or another document of equivalent validity, or certificate of branch/representative office registration issued by the investment registration authority.

Contents about the investment project included in the investment license, investment certificate (also business registration certificate) or another document of equivalent validity shall be handled in accordance with regulations of the Law on investment.

The Business Registration Office shall send the revocation decision to the investment registration authority for cooperating in performing state management tasks.

- Within 02 working days from the date of issue of the notice that the violation committed by the branch/representative office results in revocation of the certificate of branch/representative office registration or the decision to revoke the certificate of branch/representative office registration, the Business Registration Office shall send the abovementioned notice or decision to the enterprise’s headquarters address and post relevant information on the National Business Registration Portal.

- Information about revocation of the certificate of branch/representative office registration shall be entered into the National Enterprise Registration Information System and sent to the tax authority within 01 working day from the date of issue of the decision to revoke the certificate of branch/representative office registration.

- The Business Registration Office shall issue a decision to invalidate the revocation decision and restore the validity of the certificate of branch/representative office registration in the following cases:

+ The Business Registration Office determines that the branch/representative office is not subject to revocation of the certificate of branch/representative office registration;

+ The Business Registration Office receives a written request from the tax authority for invalidation of the revocation decision and restoration of validity of the certificate of branch/representative office registration after it is revoked to serve the collection of tax debts.

The Business Registration Office shall take responsibility for its decision to invalidate the revocation decision and restore the validity of the certificate of branch/representative office registration.

Within 01 working day from the date of issue of the decision to invalidate the revocation decision and restore the validity of the certificate of branch/representative office registration, the Business Registration Office shall send the abovementioned decision to the enterprise’s headquarters address, post it on the National Business Registration Portal, and send information about the invalidation of the revocation decision and restoration of the validity of the certificate of branch/representative office registration to the tax authority.

- The enterprise must follow procedures for shutdown of its branch/representative office within 15 days from the date of issue of the decision to revoke the certificate of branch/representative office registration, except the branch/representative office whose certificate of branch/representative office registration is revoked to serve the collection of tax debts.

2. Regulations on certificate of branch/ representative office registration in Vietnam

Enterprise registration certificate, certificate of branch/ representative office registration, certificate of business location registration according to Article 6 of Decree 01/2021/ND-CP are as follows:

-  Enterprise registration certificate, certificate of branch/representative office registration, certificate of business location registration shall be issued to the enterprise and its branch, representative office and business location.

Contents of the enterprise registration certificate, certificate of branch/representative office registration, certificate of business location registration shall be written according to information included in the application for enterprise registration. The enterprise registration certificate is also the tax registration certificate of the enterprise. The enterprise registration certificate is not a business license.

- In case the contents of an enterprise registration certificate, certificate of branch/representative office registration, certificate of business location registration in the form of electronic data on the National Enterprise Registration Database is at the same time different from those of the paper certificate, the one on which the information is consistent with the information included in the application for enterprise registration shall prevail.

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